Dark Skies On Cutie'd Thighs
by reflexrex89
Summary: A magical accident leaves the Everfree Forest and Ponyville with a new visitor...but one with a voracious and horrific appetite. Can anypony find out how to fight them? New writer, so please leave as much feedback as you can!
1. Chapter 1

Dark Skies on Cutie'd Thighs

**Chapter One: Prologue**

It's just another balmy evening in the thickest and most gnarled part of the Everfree Forest. The perfect half-moon is skittering across the skyline, chasing the sun into submission and turning the shadows a deep and rich purple. Either the princesses have their manes in a mangle arguing over something Twilight warned them not to do at least three dragons ago, or perhaps on this particular evening all the magic that infuses Equestria is restless, bored, and looking for something to do. Magic can be funny like that. Either way, it's probably not good.

Even in this densely dark, dank, and dangerous part of the dreaded Everfree Forest, some bravely intrepid (or perhaps pensive and comprehensively antisocial) pony has hoofed down, mared up and cleared enough of a copse in the forest to have a respectable vegetable patch, as well as a small cottage with some plain but well-made décor. The undergrowth at the edges of the clearing is so utterly impenetrable, and so perfectly shorn at the barrier that it seems uncanny. There's a single pony-sized break in the roiling mass of jungle, but distinctly lacking the clean, precise lines of the immaculate lawn. The bravest or most desperate of the trees have extended tenacious twigs and branches upwards towards the narrow line of precious sunlight in a competition that would last for months, maybe years. Clearly animals had crossed the pathway, but most anything living seemed reluctant to be there for any length of time.

All is quiet for a few hours, if not exactly peaceful. There's the occasional flash of coloured light or soft 'whoomph' from the cottage, which does nothing to decrease the palpable sense of power humming through the air. It seems like even the frank and untamed ferocity of the billion tiny power struggles that make up a forest like this have fallen silent under pressure of the force that is building up in places unseen or heard of, and which is ready to silently spew it's power into the world and unlock the physical laws of Equestria to allow something impossible and horrifying to slip through from the place where magic is raw, savage, and untamed.

Quite abruptly, there's a subtle shift in the night, and somehow all the magical tension and potential in the air has finally found a good place to slowly ground itself, like a malign bolt of lightning: less obvious but far more dangerous and unpredictable. The walls, small to begin with, are contracting and expanding as if in nervous anticipation of the future. But strangely, inside the house there is a misty grey coloured unicorn taking no notice of the events outside, a stallion perhaps slightly taller than average. He seems oblivious of the enormous amount of magic potential that has built up, and is busily attending to some complicated alchemical experiment. He is apparently blissfully unaware of the power dripping from the air being funnelled into his hard-fought-for home. He casts a spell that sets a large, green bottle in the centre of the apparatus gently simmering under the shimmering grey magic fire...

-

''HI MR DOCTOR! I feel a lot better after my sleep! Did I bang my head again? I feel sorta woozy...''

''AAAH!''

*SMASH*

''Oh no! I broke your poury glass! I'm sorry mister, I'll clean it up for you!''

''For Celestia's sake, Derpy, you startled me! No, don't worry about the beaker, I'll clean it up myself. Do you remember meeting me?''

''No, but your bed is really comfy. I'm sorry I broke your glass thingy, I didn't mean to. Also, I think I got jam all over your sheets and I don't know how it got there.''

''Just try not to do it again, if you think you can manage that. I'll explain everything soon, but I should introduce myself first: I am Dr Brainymane, and-''

''Do you have any muffins? I'm hungry. I KNOW! We can make some together! My favourite flavour is blue!''

''Derpy, please be quiet for a moment, this is important. I think you were coming back from a delivery, because your mailbags were empty. Somehow, I don't know how, you crash landed in my lawn, and hit your head on the corner of my roof. I took you inside and bandaged you up, but it was a nasty cut. It must be blood on the sheets, not jam. But don't worry, you're going to be fine.''

He looks at the disoriented mare for a moment, noticing that her cutie mark is a group of small bubbles. He thought to himself 'I wonder if she even knows why her cutie mark is a group of bubbles? I should probably tell her all I found. But she needs some dinner first, and for that matter so do I.'

''Derpy, have your eyes always been like that? And don't call me mister. Everyone just calls me Mane.''

''What do you mean mister-I mean Mane? Is something wrong with my eyes?''

Derpy strained to make her eyes look at each other, but only succeeded in making them spin in their sockets, dizzying and disorienting her even more. She sat down heavily, straight onto a loose floorboard, which promptly flew up and hit Dr Brainymane in the chin, making him stagger back a little before he could regain his balance. He quickly shook off the dazed feeling, and helped Derpy get up and steady herself. He thought to himself 'This pony clearly needs my help. But first, she needs some food.'

''Derpy,'' said Mane, ''If you're hungry I have some muffins in the kitchen. Blue isn't a flavour, so you'll have to be happy with what I've got.''

''''Muffins...I like muffins...''

Dr Brainymane led Derpy gently into the kitchen, sat her down at the table, and brought out a plate stacked high with muffins of every variety. Derpy gave a hysterical gasp of joy, and immediately started cramming her face with as many different flavours as she could, getting crumbs everywhere in the process. Brainymane frowned, sighed to himself, and wondered if he was going to be able to find a cure. He was a prodigious chemist, but his special talent, which set him aside from all other ponies, was his understanding of the equine mind and how it works. Even his cutie mark was a psychiatrists sofa, but this was the first pony he had come across that he was starting to think he couldn't help.

''Derpy, you should know that when you were asleep, I needed to know what was wrong with you. I didn't know whether you had a concussion, or brain damage, or even a split in the blood/brain barrier''

''What do those words mean?'' said Derpy. ''These muffins are really good!''

''Try to keep focused if you can, Derpy. I'm _trying_ to tell you that in order to help you, I had to cast a spell on you.''

''A spell? What sorta spell? Was it one that makes muffins when I clap my hooves?''

Derpy started clumsily banging her hooves together, even though she had more muffins than she could eat sitting in front of her.

''No Derpy. I cast a spell I created to read a part of your mind, to find out if it had been damaged at all.''

At this, Derpy stops clopping and pays attention to the dark-blue-eyed stallion in front of her. She doesn't seem angry, just intensely curious and a little worried at the pony's snide tone.

''What did you see in there? 'Cause all I really remember about anything before I came to Ponyville is that I like muffins''

''You really don't remember anything about your past? Not even your parents?''

''I-. I think something bad happened... But it's all grey and fuzzy...''

As Dr Brainymane is trying to explain all this to Derpy, who is doing her best to remember how to remember things, the time has been turning with the light. It's now almost pitch-black in the lab area, the doctor turning the lamp off as they left the room. The only light except for the clear moon is coming from below the glass bottle the doctor set simmering hours ago. But it's no longer simmering, it's started boiling and sliding into steam as the heat grows more intense under it.  
>The liquid at the centre of the bottle, however, is starting to condense and coalesce, looking more and more solid by the moment. It's starting to form an outline, nebulous and uncertain but many-legged and threatening. Almost all the liquid in the bottle has somehow solidified despite the boiling temperature, and now it is starting to grow at an alarming rate. First the size of a rat, then a guinea-pig, it is quickly becoming too big for the bottle. Eventually, the glass fractures under the growing pressure, and the thing- whatever it is- quickly scuttles into a corner. It's now the size of a cat, and somehow sucks in all the light that falls onto it. The pure blackness which is all there is to indicate its presence hurts the eye to look directly at, as easy to miss as a spelling mistake.<p>

At this point, Dr Brainymane walks into the room with Derpy in tow, who is happily munching on a muffin.

''Oh for bucks sake! I knew I heard something Derpy! How the buck did that bottle break? It had my latest experiment in it! I knew I forgot about something! I must have left the flames on!''

''I don't know, Mane. Maybe it got tired and fell off? Stuff does that around me all the time...''

''Right, yes, I'm sure it does, Derpy. But what's weird is how there's almost no liquid spilt, when this bottle was full of chemicals. It might have all boiled away, but we weren't gone that long.''

''Om nom nom''

While the Doctor and Derpy are puzzling over the mystery (well, the Doctor at any rate), the thing has been creeping out from the shadows. They seem to follow it, keeping it's form obscured and perfectly camouflaged. All that's visible under the impenetrable darkness is either six or eight legs, straight like a centipede's but furry like a tarantula's. If you had the chance to look closely, you might convince yourself of two faintly glowing, entirely purple eyes hidden in the darkness, but there again maybe not.

The creature is crawling slowly up behind the two perplexed ponies, and it seems hungry and somewhat confused, as if undecided on which to feed. Whether it's because she's a mare, or because the monster can somehow sense she is the easier prey, the creature readies itself to spring.

''AAAAH! I don't like this! I don't like this! HELP!''

Mane jumps three feet in the air at Derpy's shriek of surprise and pain, and spins around. When he sees what's happening, his stomach drops out of his chest as a wave of abject terror sweeps over him like a torrent of frozen bile. He can see Derpy's face, but her neck, mane and the back of her head are hidden in a cloud of darkest shadow, with eight furry legs clamped around her shivering neck, locking the something in place as it feeds on her. She is bucking, kicking and falling around the room, trying to shake off whatever it is, but nothing is working.

What happens next is impossible. The bubbles on the flank of the terrified pony, the bubbles that make her unique, special and even talented, are moving one by one, slowly but inexorably up her side towards her neck. Derpy is still screaming and shrieking her lungs out, trying to fight it off.

''MR MANE! PLEASE, HELP ME! SOMETHING'S INSIDE MY HEAD AND I CAN'T GET IT OUT!''

This plea snaps Mane out of the horrified trance he was in, and almost in a frenzy he tries to reach the thing and drag it off.

''Derpy! DERPY! Stand the buck still, you idiot, so I can try to pull it off you!''

The feeling of total and complete desecration of the safe place in her mind, where the taunts of everypony didn't matter, was so overwhelming that she couldn't hear him. All she was aware of was the sickening feeling of having the one spark of magic that kept her sane and tethered to the world, the awful sickening feeling, part physical pain and part mental anguish, of having something she never knew she treasured literally sucked out of her skull by this terrible parasite. All she could do was buck and smash against the world, trying to stop this torture.

The first bubble is gone now, completely consumed by this vile, unnatural attacker. Frantically, Dr Mane casts a spell that magically tethers Derpy to the ground, and keeps her temporarily still. But her mismatched eyes are still moving, crossing and wheeling and filled with tears of pain and emotional upheaval. With shaking hooves, Mane moves to grab hold of the mass of shadow clinging to her neck.

''Derpy, this is going to hurt, but it will be over soon. It's going to be ok.''

The comforting lies spilling from his mouth, Mane grabs hold of the monster gorging itself on the soul of a terrified pony. But his hooves slip through it, and grasp nothing but air. Growing even more frantic, he tries over and again, each time his hooves slipping through the creature cloaked by darkness. Another two bubbles, the largest ones, slip down the monsters greedy throat.

In a voice strangled by fear and panic and shame at how he has talked to her, Mane cries ''Derpy, I can't touch the damn thing! It's like it's made of bucking smoke, my hooves keep going through it!''

''GET IT OFF MEEEE! PLEASE, PLEASE JUST GET IT OFF!'' Derpy manages to force out weakly through the spell.

Close to crying himself through sheer terror and desperation, Mane tries to cast a telekinesis spell on the monstrous thing, which twitches a little uneasily, as if shaking off a bee, and digs a little deeper into Derpy's neck with its intangible claws. Only two bubbles are left, one of which is even now mercilessly moving up her neck to the insatiable parasite's gullet, where it too is swallowed whole.

''Derpy, I think it's working! Keep breathing, I'll try again!''

Concentrating all his magical prowess into the spell, he tries once more to drag the wretched bestial thing off his new patient. The thing digs its claws even harder into her neck, but slowly it starts to lose its grip. The veins on Mane's neck are standing out, and his teeth are gritted with the effort he is putting into the spell. He is starting to wonder if he has the strength of mind and magic to beat it. He opens his eyes for a moment, and sees that Derpy's eyes have stopped reeling in their sockets, slowing down to weak spasms. Dropping the binding spell and pulling up some last reserve of strength from his stomach that is twisted up in effort, the creature is finally dragged loose and flies across the room. Even though Derpy is broken and collapsed on the floor, the doctor keeps his eyes on the monster. He sees it land in a corner, and tries to tether it with the same spell he used on Derpy. But, he is too exhausted from the mammoth effort needed to rip the monstrosity from her head, and the creature breaks free and within half a heartbeat is out of the window.

Exhausted from the bone to the brain, the doctor collapses into a sorrowful hug with Derpy, who is curled up and shaking on the floor. Even as he tries to comfort the already-damaged pony, who has just had a vital part of her soul split off and lost to an unfeeling parasite, all he can think of is the rage at himself and grief for his stricken new friend, and the sorrow for the next poor pony whom the monstrosity feeds on. He must take care of Derpy first, put her to bedrest and try to find out what and how has happened to her. But then, he knows, he has to break his solitary life and somehow get a message to warn the nearest town, so they might have some idea of how to stop this hideous parasite from feeding and breeding and sucking the souls out of every pony in Equestria. He needs to send a message to Ponyville.


	2. Chapter 2

**Chapter 2**

This is one of the more serene parts of the Everfree forest. The abundant plant life is still gnarled and overgrown, but it's less dense than the surrounding area, which glowers over it like a jealous cat. In the centre of a clearing, there's one particularly twisted tree, with dimensions so massive it dwarfs the surrounding foliage. Anypony can see this tree is special, not least because it has a door in it, and a strange mask glaring out at any would-be trespassers.

Zecora is in her herb garden, tending to the mysterious and dangerous flowers and leaves with which she concocts her potions. She is entirely focused on her work, pruning errant leaves and clipping back roots. Even as absorbed as she is, no animal or monster dares enter her territory, as if she has some unknown protection from unwanted visitors. Who knows, maybe she does.

Whatever it is that stops the fauna, there's one wary observer, high in the branches of a tree, who has no concept of fear or boundaries. Oblivious of rules and restrictions and anything but the strange, savage hunger which riddles whatever it calls a brain, it silently waits. It is lurking, perfectly camouflaged in the shadow of the canopy, and not once do it's deeply purple, softly glowing eyes ever leave it's prey.

Zecora straightens up, and wipes the sweat off her brow. ''Just far too exhausted I am, to continue with my gardening plan. A short recline I have to take, if magical brews I am to make.'' With this, she picks up her equipment and walks inside. The ominous creature is absolutely motionless for a few minutes, then meticulously winds its way back down the trunk...

Inside the tree, Zecora is recumbent on a sofa, sipping something hot and green from a wooden cup. Lying back with her eyes closed and savouring the bittersweet scent of her tea, she is thinking about her depleted stock of potions and elixirs, planning out which she needs to make next. But something isn't quite right in her home, something in the air (a scent, maybe?) is stopping her from thinking clearly. Just on the very edge of hearing, there is the faintest of noises, a high-pitched wineglass ringing. Even now, she isn't sure she can hear it, and tries to shake her head clear.

She gets up, thoughtful, to pour another cup of her tea, and mutters to herself ''There is something here amiss, which makes the very softest hiss.''

The shadow-creature strikes from the rafters, leaping for the back of her head just as she bends to pick up her teapot. The half-ethereal thing lands claws-first on the wall, then drops onto the table, upside-down beside the pot. Zecora lets loose a yelp of shock, but recovers quickly and scrambles away from it. ''What manner of hungry beast are you? I fear you wish to hurt me, too! But Zecora is no frail pony, as I will shortly make you see!''

She hurls the pot at the shadow with everything she has, and hits the advancing monster dead-centre. But the hardwood teapot goes straight through the squirming creature as if it wasn't there, and splits against the wall, spilling its boiling contents over the attacker. It doesn't seem to notice the steaming liquid, but the shadows swathing it reduce a little, revealing a swirling midnight-blue chitinous hide. Zecora looks confused and terrified, as she backs away to the door as fast as she can.

The thing pauses for a moment, to finally struggle back upright, and scuttles in a beeline for the frightened zebra almost too quick to follow. But it's moment of hesitation was just barely enough time to let Zecora rip open her door and slam it behind her, leaving the insect to pounce into the door half a heartbeat too late.

''Run to Ponyville I must, and hope that all my friends will trust, my words of warning and take heed, of what even I can scarce believe.''

As the frantic plan tumbles from her mouth, she is already halfway towards the opening in the wall of trees which will lead her to the path to Ponyville. Even in her agitated state, as she rushes into the undergrowth she slows. All around her are countless animals, large and small, predator and prey, and all with one thing in common. They are all lying on their sides, mouth and limbs limp as if paralysed but still alive. And all with a vacant, dead stare. Zecora's mouth droops open as she is appalled and nauseated to her soul.

''Vile demons and their filthy tricks, no animal deserves a fate like this.'' As the full weight of what she sees hits her, she is overcome with revulsion and terror. She vomits on the ground and collapses, all the fight leaving her as dozens of faintly glowing, purple eyes open hungrily in the gloom.

They descend on her, and rip her mind apart for the nourishment of her dreams.

Twilight Sparkle was more agitated than Starswirl in a submarine! She had been working and researching, collating notes and notifying colts for two days non-stop, and she couldn't even build up the faintest idea of how the huge and utterly unexpected discharge of magic she had felt a scant forty-eight hours before had happened...

She had been quietly enjoying some much-needed downtime from the work she had been doing on a new spell, one which would alphabetize her books. She was relaxing with an evening daffodil-and-daisy sandwich at the Hay-Day Cafe, while Spike was having a well-deserved day off (most likely spent hunting for gemstones with Rarity, if Twilight knew her assistant).

Just as she was about to ask the still-snooty waiter for the bill, she became aware of a muted ringing in her ears, as if she had spent too long at one of Pinkie's overloud parties. Gradually, the ringing pressure became more insistent, and somehow she found herself with a vague but definite sense of foreboding.

As the tinnitus-ringing reached its peak and she was almost unable to think, the piercing noise and pressure abruptly stopped. Only to be replaced by an equally unsettling see-saw in her sense of balance: the table she was staring blankly at was tipping to one side, but everything was staying exactly where it was. She could swear she felt the magic in her horn resonating with something she couldn't quite place, but was inexplicably afraid of...

''AHEM! If madame is _quite_ finished admiring the tablecloth, I see you have concluded your meal, and we need this table. We are _absurdly_ busy, if you don't mind.''

Twilight tried to shake her head clear of the disquieting sensation, and took a quick look around the café. It was populated, but hardly busy. The waiter didn't even have the decency to look embarrassed.

''Well, I'm sorry if I caused offence, but I also think you might get a few more tips if you were a bit more friendly. Just a suggestion.'' said Twilight. She paid her bill and rushed off to the library, a little unsteadily.

Spike had walked happily in the door that evening with a basket of shining rubies and a yawn, only to find the hallway, living room and library he kept so assiduously assembled once again in utter (but organised) chaos. He shook his head in exasperation. He then carefully set his basket of rubies to one side for breakfast (and a midnight snack), and ventured into the library to try and find his loving but eccentric boss.

''Twilight? Twiiilight? Have you gone on another crazy book rampage? I just cleaned up this place yesterday!''

''I'm in here Spike, and this isn't a crazy book rampage! This is, this is a_ focused_ and _structured _and _elucidated_ book rampage! Now come in here and help me! I'm trying to find all the information I can on random bursts of quasi-thaumaturgy throughout the history of Equestria!''

''Who's random outbursts of thermo-whatnow? Has Pinkie been making chilli cupcakes again?''

''MAGIC, Spike. I sensed a huge buildup of magic at the café tonight, and I didn't like how it felt. So, I'm doing all the research I can to try and figure out where it came from and what it did.''

''Oh. Well, what do you mean it felt bad? You mean, like when we had to fight off Discord, and he kept making all that crazy stuff happen, and we didn't know how to stop it? Is Discord back? Should we tell the princess? I can't take another round of you six bickering like that again! Unless he makes it rain sapphires this time...''

''Calm down, Spike! It didn't feel anything like Discord. This magic didn't feel _inherently_ evil, no magic is. I just...I got the impression that there was a massive power surge, far beyond anything I've heard of before. Whatever it did to Equestria, I don't think it can be anything good.''

''Oh. Okay. Well, I guess I should help for a while before I go to-'' THUD.

The baby dragon was fast asleep before he hit the floor. Twilight smiled to herself before putting him to bed and continuing with her research.

Two days later and Twilight's house was, if possible, in a worse state than before. And for all that effort, she had only been able to dredge up the vaguest of references, in the most obscure tomes, to some 'great influx of Aethyric energies, making the substance of dreams and nightmares a harsh reality'.

''Spiiike!''

''Yeah Twilight? Have you finally found everything you were looking for?''

''Well, no, but I've read through every book that even comes close to the subject at least 3 times! There's _nothing_ else in here! The library has never failed me before!''

''Calm down, Twilight! Why don't you just write to the princess, and see if the Canterlot library has any books that might help?''

Twilight facehoofed so hard she was actually dizzy for a moment. ''OF COURSE! Why didn't I think of this before? Spike, you start drafting a letter right away! Find a quill and paper, and come with me, please. We're going out!''

''Uh, where are we going to go?''

''To go round up the girls of course! Something tells me Celestia will want to see all of us for this.''

''Jeez, how could I have _possibly _guessed that one?''

The first of her friends that Twilight came across was Rarity, who was trotting up the road to the library.

''TWILIGHT! I was just on my way to see you! Where in Equestria have you _been_ the past two days? I was starting to think you had forgotten all about little old me...''

''Of course not Rarity, I've just been doing some important research, which has been eating into all my free time. Tell me, did you feel something odd happening, about two days ago, in the evening?''

''Well, at the time I thought nothing of it, but now you mention it I _did_ find myself feeling a little, well, strange. But I just put it down to spending _all_ day in the simply _sweltering _heat with Spike, when we were hunting for gemstones.''

Twilight gave a short giggle. ''Well, I can certainly understand that: Spike was absolutely exhausted when he came back. But I had the same sort of feeling in the Café, at the same time. That's what I've been researching, and I think what it was is the biggest buildup of magic potential I've ever heard of. I think it somehow found a way to ground itself, but I don't know where. Which might be VERY bad news for Equestria.''

''Good heavens! I didn't realise magic _could_ just appear like that! Well, have you notified the princess?''

''Spike sent the letter just before we ran into you.''

''Well then, I'm sure everything will be absolutely fine. But do you perhaps think we should round up the others? Just in case?''

''I certainly do Rarity, we were on our way just now. Would you like to come with us?''

''But of course! I think I last saw Pinkie Pie in the park, pulling some preposterous prank on a perfectly innocent pony...''

_A little later..._

''BUUUUUURP!''

''Wow, Spike, that almost sounded like it hurt! Like when I eat candy too fast! But I don't think you can ever eat candy too fast! Or cakes! Or anything that's superty-duper-looper sweet and tasty!''

''Well, Pinkie, not everypony has such a _voracious _appetite as you. I for one find my sweet tooth amply sated by an occasional French Fancy.''

''Now, why don't that surprise me? Y'all can keep yer fancy little one-bite frenchies, ah say you cain't go wrong with good old apple pie!''

''EVERYPONY, PLEASE JUST BE QUIET! I know I haven't had much much time to explain, but this is way too important to be arguing over food! Spike, can you _please_ read out the letter before we all get distracted again?''

''Yeah! Lets want to get this over with quickly, so I can get back to my napping! I've only got two hours left before I need to clear the clouds again!''

''RAINBOW!''

''Sorry.''

Spike cleared his throat. ''AHEM. Dear Twilight, I am glad that you also recognised the strange burst of magic a few days ago. I am sure you have been researching it as much as you can, and so have I. Which is why I would like you to gather your friends, and meet me at the Ponyville library, where I will share with you what I have found out.''

''Wow, the princess really does want to see all of us? You were right, Twilight, this _is _more important than we thought. I guess my nap can wait till later.''

''Um, do you think one of us could stay behind, maybe? Only it's nearly feeding time for Angel, and he gets ever so cranky If he misses a meal...''

''Fluttershy, the princess specifically asked to see all of us. I have no idea what she knows, but it's important we all hear what she has to say. I'm sure Angel will understand, just this once?''

''Oh, um, okay then, I guess if it's the princess...''

_Back at Twilights house..._

The six friends have bickered and speculated their way back to the library. It didn't take long for Twilight to tell them all she knows (which is precious little), so they are all mystified by the time they get there. Is the problem caused by the burst really so bad as to make Celestia herself descend from Canterlot? What far-fetched disaster will they be staving off this time? Is it already in Ponyville? Will they have time to make some cupcakes before they go? At this, they all turn round and look at Pinkie, who just looks innocent and grins hugely.

When they finally get to the library, they find the princess already there, waiting for them with Philomena on her shoulder. There's something off about her: she seems disconcerted, even worried. Given her usual serene, calm temperament, this put them all on edge even more.

''Hello girls. I wish we had more time for greetings. It's been too long since I've seen all of you, especially Twilight, but this matter is urgent.''

''Princess, we understand. We know you have little free time as it is, and we know you wouldn't be here unless it was truly important.''

''Thank you, Twilight. Now as I'm sure you all know, two days ago there was some kind of magical leak, or explosion. From what I can tell, it originated very deeply in the Everfree forest, which is why only the most powerful unicorns and myself were able to feel the effects. I have been locating all the information I can find, but unfortunately I was able to learn only a little more than you, Twilight.''

''You mean even the library in _Canterlot_ doesn't have anything? What's going wrong with the world?''

''I was surprised myself, child. But I did manage to locate a few scraps of information. A similar event happened many centuries ago, in a village located on the opposite side of the Everfree forest.''

''There's another village near us? I'd love to go visit and make some new friends! Do I have time to bake some welcome cakes before we go there?''

''I'm afraid there aren't any ponies to visit any more, Pinkie. This village existed long ago, but from what I can tell it was completely destroyed, and the population wiped out by the explosion of magic. Or, at least, by the effects of it.''

''You _what_? Beggin' your pardon, your majesty, but how in tarnation could a whole village be destroyed, just like that? We six've seen Ponyville through dragons, Nightmare Moon and _Discord_, even, but we ain't never heard of anything that powerful!''

''I would be shocked if you had, Applejack. You see, Discord did in fact possess enough energy to cause destruction on such a scale. But even he, with thousands of years of hatred in his heart, could see that it would serve him no purpose. No creature with the capacity for reason or empathy could do such a thing. Only something completely mindless, incapable of thought or logic, could cause wanton destruction like that.''

''Oh no! Does that mean the magic destroyed part of the Everfree forest this time? Think of all those poor woodland creatures, caught in it! They wouldn't stand a chance!'' Fluttershy starts to tear up at the thought.

''No, Fluttershy, the magic itself would not have destroyed the forest. Magic is not a destructive force. It is inside all of us whether we can use it or not, and gifts us with life and death, joy and sorrow, and countless other precious things. It is a force for _change_. Which means that no matter what we find out about the previous event, we cannot predict what has happened this time.''

''But whatever does that imply? How on earth shall we know what we are facing?''

''I'm afraid we cannot, Rarity. All we know for certain is that wherever the magic took place, the fundamental laws that govern the physical world of Equestria will have been warped. Which is why I need you all to gather your things, prepare yourselves, and in the morning leave for the Everfree Forest to find out exactly what has happened. It will be dangerous, but you are the only ponies I can trust with this.''

''Princess, what you're saying is we're gonna be going into the Everfree forest, into a place where literally _anything_ can happen, with _no_ idea what we're up against?''

''I know it sounds absurd, Rainbow Dash, but-''

''I _LOVE_ IT! Cloudsdale's been too boring lately anyway!''

The princess smiles, with genuine warmth. ''I knew I could rely on you all to help Ponyville in it's time of need. I am proud of you all, and honoured to count you as my friends.''

Pinkie almost explodes with excitement, and starts bouncing around the room. ''We made friends with the princess! We made friends with the princess!''

''I'm glad you're all so enthusiastic, and I wish you all the best of luck. Now, I will be staying in Ponyville until we know exactly what we are facing. But I will need an assistant, to help me with trying to unravel this mystery. Twilight, would you mind if I borrowed Spike until you came back?''

''Of course, princess, I'm sure Spike will be happy to help. Come to think of it, where is he? SPIKE? SPIIIKE?''

Spike walks in through from the library. ''Yeah Twilight, what is it this time?''

''Spike, what were you doing in there?''

''Well, I was _trying_ to clear up all the mess that you made looking for that magical doohickey!''

Celestia and the others just burst out laughing.

After Spike left with the princess to help her get settled, Twilight takes a minute to relax, gather her thoughts, and think about the task ahead they all face. It's dark outside now, and as the kettle is boiling for some tea, she is packing all the books on magic she can, along with some food and a few of her smaller instruments for measuring and studying magic. As she relaxes and sips her tea, she can't help but feel an excitement like she never has before, alongside the nervousness and trepidation. A magical outburst that's only happened once before in Equestrian history? Dangerous, maybe, but she's never had such an opportunity to learn about the deepest and most fundamental workings of magic. She levitates a few more quills, ink and rolls of parchment into her saddlebags.

All of a sudden (or maybe it has been here the entire time?), she feels the same pressured, insistent ringing in her ears she felt only two nights before. Only this time, it's somehow more...focused. Not louder, just clearer and more insistent, as if coming from much closer at hand. She abandons her drink and gets up, pensive and trying to pinpoint the source of her discomfort...

One of the creatures has somehow found its way to Ponyville, perhaps using some shred of thought gleaned from its meal in the forest. Although it has passed many succulent minds on its way, one in particular has caught it's attention, drawing the creature towards it like a lighthouse beacon. It sits in the shadows of Twilights house, patiently waiting for the perfect moment to strike. Now that all the other confusing minds have left, delicious as it sensed they were it is still drawn to this one treat, saturated with intoxicating scents of curiosity and intelligence and compassion, and above all the heady, tangy aroma of magical power.

Twilight was leaning on a table with her eyes closed, trying to explore this strange feeling as much as she can, and perhaps learn some vital scrap of intelligence regarding her mission. As she concentrates with all her might, her horn is visibly shaking and vibrating. She starts to become aware of a strange presence, with a mind like winter: not evil, but cold and self-serving and viciously, viciously uncaring. This presence, whatever it is, has no concept of thought or emotion except as a food source, has no concern for anything except itself, and given the chance will consume it's way through every living thing in Equestria to slake the hunger that drives it.

Twilight is reeling, stunned at the sheer emotionless brutality of what she has found. A magical explosion was a frightening thought in itself, but for it to have unleashed this vapid and uncaring force of nature upon Equestria was almost more than she could take. She draws in a deep breath, and tried to stop herself from breaking down out of sheer terror for herself and her friends, her teachers and her family and every pony in Equestria if they could not stop this tornado of destruction.

But still the ringing pressure would not abate. Twilight knew that this could only mean one of the unthinkable monsters was close at hand, and with a gargantuan effort pulled herself together. If she could not warn the others before this vile presence made itself felt in Ponyville, everypony would have their fate sealed by this remorseless entity. Swallowing her fear, she once more entered the trance-like state of concentration, this time to locate the bestial creature...

Legs and nebulous body tensed and coiled to spring, the dream-louse has been on the edge of attacking for hours, nacreous strands of drool dripping from its ferocious maw and dissipating a few inches below it. It can sense Twilight searching for it, and it can feel her drawing closer and closer to finding it. It's two-day-old instincts are nevertheless polished and flawless, and it knows it must strike before she finds it, and bolts. It leaps with a fluid grace, and with the speed and precision of a viper. But even insects can make mistakes, and it seems to have underestimated its prey. Almost before the dream-louse decided to strike, Twilight has finally found it. With the icy-cold calm of pure and unadulterated terror, she spins faster than she ever has before, and performs the first spell she can think of: telekinesis. The dream-louse is caught by the full effects of the spell, and is slowed to a stop in mid-air.

But Twilight can see something is wrong-she has the most powerful magic in Ponyville and maybe Equestria, save for the princesses. The creature should be frozen solid, paralysed by the enchantment. But it is moving, and struggling to break the bonds which hold it. Even at this distance, staring the sickening beast in the face, Twilight cannot make out any of its features save for those maliciously glowing eyes.

The longer Twilight holds the spell, the harder she has to concentrate to keep the monstrosity bound. She knows she cannot hold it forever, and even now it is a constant battle of wills she cannot afford to divert any attention from. She backs away to the door, fumbling for the handle. She realises she will have to drop the spell if she wants to open the door. Reaching the very limits of her concentration, she magically hurls the repulsive intruder against the furthest of her walls, opens the door as fast as she can, and canters into the streets screaming for her life, and for her mentor.

''PRINCESS CELESTIA! CELESTIA! HELP! FOR CELESTIA'S SAKE, HELP ME!''

The princess is preparing for bed in a nearby inn, whose owner was sent into nervous paroxysms by the sudden arrival of her queen. She hears Twilights plea, and is puzzled by it, but none the less can sense the hysterical tone in her friend's voice. She canters down the stairs, past the stammering proprietor and out of the door of the inn.

The dream-louse was thrown back by the force of Twilights spell, but despite smashing into the wall was on its too-many legs in a heartbeat. Drunk with anticipation of the confection of a mind it had been stalking for hours, it is oblivious of the half- and fully asleep thoughts of the dozens of ponies near it, and sprints with unnerving speed after it's quarry. Twilight is still running down the street, but she is exhausted from the monumental effort needed to repulse the horrific attacker, and is near collapse on shaking legs. The dream-louse is far too fast to outrun, and even though Twilight can see it advancing with a terrifying purpose in its eyes, she is powerless to stop it from closing the distance between them and leaping onto her defenceless neck.

Even though Twilight knew the creature was coming, nothing in Equestria could have prepared her for this. The sharp and bone-deep pain of the creature's proboscis piercing her neck deep down into her brain is quickly eclipsed by nauseating shock, as her mind is invaded by this unholy creature. She can physically feel the good and bad memories unravelling and swirling into a thick, cloying grey soup as the dream-louse invades the corners of her mind. All the secrets she has, all the shameful acts and proud moments, every mental wall she has constructed over a lifetime are all ripped apart, recombined into a slurry and sucked down to feed the monsters insatiable appetite.

She collapses on the ground, twitching, with the monster still greedily drinking her dry. Her cutie mark has been sliding up her flank, all the brilliant stars winking out one by one as they slide into the aberration's maw. Her last thought before it too is consumed, is of her friends, and how she has let them down by breaking to the power of this horrific demon. The last star, the largest one, breaks down and creeps up into the dream-louse, and now Twilight lies still, vacant and drooling.

Finally, the dream-louse removes its needle-like proboscis, sated, and crawls off her warm-but-still body.

A blinding light fills the air, as the creature is catapulted backwards by a bolt of pure, white magic. Celestia canters up to Twilight's body and rears up on her hind legs, blasting the monster once again. The princess lowers her head as tendrils of a softly-glowing blue light wend their way out of her horn, and encase the creature in a gilded prison of magic, where it lurches and scratches against the light, but cannot break free.

Celestia whispers something into Philomena's ear, and the brilliant red-gold bird flies off almost too quickly to track. With an aura of blue magic still coruscating around her horn, the princess bows her head and nuzzles against Twilight, trying to wake her. But Twilights mind has been broken and absorbed, and she may never speak again. Celestia closes her eyes, tears flowing silently into the fallen unicorns mane as the princess grieves and weeps for the most talented and promising pony she had ever met. She closes Twilights eyes, and gently picks her up and lays her on a nearby pallet.

A spark of magic leaves her horn, and the brilliant electric-blue cage the monster is still struggling to get out of wavers for a moment, before Celestia focuses her power onto it once again. The orb of magic splits into five glowing, multicoloured balls, before each one speeds off.

Tears still spilling into the ground, the princess waits, her mind filled to bursting point with grief and sorrow and remorse. After a few minutes, five ponies come galloping as hard as they can up the street. They slow when they see Celestia's tear-streaked face, and are almost afraid at seeing their princess and god in such obvious pain.

Applejack is the first to speak. ''Beggin yer pardon, your majesty, but what's got y'all worked up? Where's Twilight? Is there anything we can do to help?''

With a visible effort, the princess says ''Twilight...was attacked by something. I heard her crying for help in the street, but I couldn't get to her in time. I couldn't do _anything_.''

Rainbow Dash is the first one to catch sight of Twilight, and gasps in horror as she sees her friend lying deathly still, with no cutie mark. They all gather around Twilight, trying to see if she is still alive.

In a voice choked with emotion, the princess quietly says ''I got here just in time to see a shadowy creature on the back of Twilights neck. I couldn't believe what I saw, but it was..._eating_ her cutie mark. I saw the last of it break down, and I saw it slide into the monsters throat. I think it sucked out not only her cutie mark, but her entire mind. I cannot sense anything in her, just a blank greyness.''

Fluttershy is the first one to break down into tears, but the rest start soon after. For a short while, there is nothing but the sounds of sorrow and grief as they all mourn the loss of their friend.

After what seems like an age, it is Applejack who puts aside the awful sensation in her stomach, and asks the princess ''You said Twilight was attacked by some kinda monster. Please tell me it isn't still runnin' around, lookin' for the next poor pony it can suck dry?''

''No Applejack. Although I arrived too late to save Twilight, I managed to capture the creature, alive. Please, you have to believe me when I say I had no idea what would happen. I couldn't know...I couldn't know about this.''

This time, it's Fluttershy who breaks the silence. ''Princess, we know you loved Twilight deeply. You wouldn't want this to happen to anypony, especially her. But it did, and all we can do is treasure the memories we have of her, and make sure that nopony else is hurt. I know that's what Twilight would have wanted.''

''And we all agree.'' the rest of the ponies chime in.

''The compassion and understanding of all of you humbles me, and I thank you for it. And you are right, Fluttershy, the first thing we need to do is find out how we can get rid of these unholy invaders. Though we are stricken by the loss of the best friend of everypony here, we have to save our grief for when Ponyville is safe again.''

''So how in the hay do we beat these things, princess? I want some REVENGE!'' Rainbow says. Having a goal, a means by which to make Twilights fall mean something, has galvanised the prism-coloured pony into action.

''I don't know, Rainbow Dash. The creature doesn't seem to be affected by magic like anything else I've seen. Even _I_ am having to concentrate to keep it contained. When it was blasted against a wall, it did not seem injured or even troubled. I simply do not know what we can do against it, or even if this is the only one of its kind.''

They all look shocked and appalled at the suggestion that there might be more than one of these awful parasites, and even more at seeing the princess so confused and upset.

''But princess, there has to be _some_ way we can find out! I just can't bear the thought of these mean old soul-sucking friend-killing gribbly-wibblies across all of Equestria, sucking the life out of everypony! That means no more friendship, for ever!'' Pinkie looks about ready to burst into tears again.

''I know Pinkie Pie, and neither can I. But there is one spell I can try. It is similar to the one I used to find out what happened to Twilight. I can use it to try and read a part of the creatures mind, and hopefully find out its weaknesses. But it is a complex spell, and I cannot afford to lose my concentration, so I must ask you all to stand back a little.''

The five ponies retreat a few feet. Applejack and Rainbow Dash look determined, Fluttershy and Rarity look petrified, and Pinkie is still sniffling into a hanky she conjured from nowhere. But they all fall silent as the princess begins to cast another spell, this one with a golden aura. Intertwining and mixing with the aura from the cage, the two spells combine around her horn to form a shimmering, coruscating halo of energy. The raw power emanating from her is awe-inspiring, and even Pinkie stops crying and gazes on in slack-jawed amazement.

''The first one came through from- I don't understand, from a different dimension, from where magic comes from. It appeared in a cottage in the Everfree forest, about a mile south-west of Zecora's house. It fed on one pony, before being chased off into the forest by another.''

The princess is starting to strain with the effort of keeping both spells at full power, and it is clear she will not be able to keep this level of concentration up for much longer.

''They are formed entirely from raw magic, which is why they cannot be harmed by physical means. It is also why they are so resistant to magic, and why...they cannot be destroyed in this world.''

The five onlookers are almost broken by this news, with grim expressions and terror frozen on their faces. The princess is groaning with the concentration, and Applejack is the first one to call out with a warning. ''Princess! Look out! Don't let the darn thing escape!''

But the princess either cannot hear her, chooses not to, or is so stricken by grief she will sacrifice anything to learn how to defeat these aberration's.

''There is only one way to get rid of them...by travelling back to the cottage in the forest, and reopening the rift between the dimensions. Only there will the dream-lice be sucked back into their home. Only there can we hope to stop this plague.''

But this has pushed even Celestia beyond her limits, and the bars of magic the dream-louse has been hammering against waver and fade, as the monstrosity leaps free of its erstwhile prison and leaps onto the princesses back. With the five friends watching in utter horror, the enraged parasite's proboscis extends once more, and this time digs horrifically deep into their ruler, their sun and peace and light. Celestia spasms in pain and revulsion as her magic flickers and fades from her horn, and completely loses control as her wealth of knowledge and wisdom is depleted by the unfeeling insect. The five watchers can do nothing but scream and panic as the light is sucked out of their world, and the life is sucked out of another friend.

Celestia's cutie mark is now running out of shape and up her flank, and her eyes are rolling back in their sockets as she succumbs to the terrible, numbing grey emptiness which is all her life has become.

As the last droplets of the golden sun on her flank are drawn into the dream-louse's insatiable gullet, Celestia too collapses into vapid indifference, seeing but unknowing and uncaring of the world she once guided and loved as her child.

The fattened monster rolls off her like a spent rapist rolling off his latest victim, which in a far more profound way it is. Bloated with magic and emotions and thoughts, the creature can no longer move, but rolls smugly onto its back, as if to taunt them with its invulnerability.

Suddenly, the night air turns a mottled shade of midnight-blue-purple, and princess Luna gracefully touches down, Philomena fluttering off her back and immediately nuzzling up to the comatose Celestia, trying to snuggle and comfort her.

Luna's attention is turned to the dream-louse, and recognises it with a look of fiery rage. ''Abomination! Thou Had No Victory On The Moon, And I Shall Spare You No Quarter Here!''

Luna lowers her head, and casts a form of the cage-spell her sister had performed, only the bars of this spell are better-defined, and look stronger. Once the spell is cast, Luna's horn stops glowing. Clearly, she knows how to imprison these beasts for good.

''Princess Luna! How are you here? How did you meet these things before?'' Rainbow Dash is the first one to speak out.

Now speaking in her normal voice, the princess replies ''I was taking repose in my chambers, whilst mine sister attended to some task unbeknownst to me. I was asleep, ere I was woken by Philomena in the grips of a powerful panic. I flew as fast as my wings would carry me, but still I have failed to protect my sister.'' With this, Luna bows her head and sheds a single tear for the loss of her only family. They had had their differences, but Celestia was still the only pony to which Luna could truly relate.

The others gather round and once more, grieve for the loss of a friend.

An hour later, they are sitting on the crest of a hill, side by side. Luna still has an occasional tear running down her face. As she remembers her sister, who was always there for her, and Twilight, who was the first pony aside from Celestia to show her kindness, she cannot help but feel despair. As they all grieve, they have been quietly talking over what now has to be done more than ever.

''So, Luna, if I am to understand you correctly, you know how to fight these horrid creatures, and hold them off, but you cannot open up the rift between the dimensions?''

''This is true, friend Rarity''

''Well, if you do not mind my asking, how did you escape from them on the moon?''

''During my banishment on the moon, I discovered the wall between the worlds is worn thin there, and the terrible rift opened by itself. By staving them off for long enough, the rift opened once again, sucking the dream-lice back to the magical dimension. My magic was sufficient to reinforce the rift area once it had closed, but I cannot open one myself.''

''Oh. Then how, may I ask, will we be able to open the rift in _Equestria_?''

''The princess of the night does not know, Rarity. But we must try. After all that has passed today, we cannot _not_ try. Either we will save Equestria, or give our souls in the attempt.''

Everypony looks at once scared and strengthened by this. They have faced doom before, and they will again. There's a brief but transcendental peace, as the six friends gaze wistfully at the horizon, waiting for a sunrise that will never come.

_End of Part 2_


End file.
